Diamond bank has confirmed its merger with Access Bank Plc, stating that the development is in the best interest of all stakeholders including, employees, customers, depositors and shareholders.

In a statement signed by Chioma Afe, Head, Corporate Communications of Diamond Bank, and made available to THE WITNESS on Monday, the lender said that the proposed merger would involve Access Bank acquiring the entire issued share capital of Diamond Bank in exchange for a combination of cash and shares in Access Bank via a Scheme of Merger.

Read the full statement below:

The Board of Diamond Bank Plc (“Diamond Bank”) today announces that following a strategic review leading to a competitive process, the Board has selected Access Bank Plc (“Access Bank”) as the preferred bidder with respect to a potential merger of the two banks (“the merger”) that will create Nigeria and Africa’s largest retail bank by customers.

The Board of Diamond Bank believes that the merger is in the best interest of all stakeholders including, employees, customers, depositors and shareholders and has agreed to recommend the offer to Diamond Bank’s shareholders. Completion of the merger is subject to certain shareholder and regulatory approvals.

The proposed merger would involve Access Bank acquiring the entire issued share capital of Diamond Bank in exchange for a combination of cash and shares in Access Bank via a Scheme of Merger. Based on the agreement reached by the Boards of the two financial institutions, Diamond Bank shareholders will receive a consideration of N3.13 per share, comprising of N1.00 per share in cash and the allotment of 2 New Access Bank ordinary shares for every 7 Diamond Bank ordinary shares held as at the Implementation Date. The offer represents a premium of 260% to the closing market price of N0.87 per share of Diamond Bank on the Nigerian Stock Exchange (“NSE”) as of December 13, 2018, the date of the final binding offer.

Immediately following completion of the merger, Diamond Bank would be absorbed into Access Bank and it will cease to exist under Nigerian law. The current listing of Diamond Bank’s shares on the NSE and the listing of Diamond Bank’s global depositary receipts on the London Stock Exchange will be cancelled, upon the merger becoming effective.

Diamond Bank expects the transaction to complete in the first half of 2019.

Uzoma Dozie, the Chief Executive Officer of Diamond Bank, said: “The proposed combination with Access Bank will create one of Africa’s leading financial institutions.

There is clear strategic rationale for the proposed merger and strong complementarities between the two institutions. While Diamond Bank has pioneered Nigeria’s largest technology-led retail banking platform, Access Bank is one of Nigeria’s leading full-service commercial banks. Consolidation in the Nigerian banking industry is an inevitable, natural progression in a sector where the gap between Tier 1 and Tier 2 banks has been widening and scale has become critical; where technology will disrupt the traditional business model while enabling broader financial inclusion.

The board of Diamond Bank believes that the proposed combination of the two operations provides an exciting prospect for all stakeholders in both businesses and will create a financial

institution with the scale, strength and expertise to capitalise on the significant opportunities in Nigeria and sub-Saharan Africa more broadly.”

Herbert Wigwe, CEO of Access Bank, said: “Access Bank has a strong track record of acquisition and integration and has a clear growth strategy. Access Bank and Diamond Bank have complementary operations and similar values, and a merger with Diamond Bank, with its leadership in digital and mobile-led retail banking, could accelerate our strategy as a significant corporate and retail bank in Nigeria and a Pan-African financial services champion. Access Bank has a strong financial profile with attractive returns and a robust capital position with 20.1% CAR as at 30 September 2018. We believe that this platform, together with the two banks’ shared focus on innovation, financial inclusion and sustainability, can bring benefits to Access Bank and Diamond Bank customers, staff and shareholders.”

Exotix Capital acted as international financial advisor to Diamond Bank, and Templars acted as Nigerian legal counsel.

The federal government through the Federal Mortgage Bank of Nigeria (FMBN) in collaboration with the Nigeria Labour Congress (NLC) and other affiliated unions in Nigeria Saturday flagged off the construction of 200 housing units in Katsina State.

This was even as FMBN said it has committed N1.9 billion through its Estate Development Loan (EDL) to construct 492 housing units situated in estates across the state through selected developers.

The 200 housing unit project is part of federal government’s effort at providing affordable houses to its workforce across the country via the National Affordable Housing Delivery Programme (NAHDEP).

Speaking at the ground breaking ceremony at Kambarwa, in Batagarawa Local Government Area of the state, the Managing Director of FMBN Ahmed Dangiwa said the houses when completed would be in the selling range of between N3.1 million to N8.3 million.

According to Dangiwa, “The housing units would be in the mix of three, two, one bedroom semi-detached bungalows and block of flats that can assuage the sufferings of the beneficiaries.

“The Katsina project is the first phase of the NAHDEP which is to be run as a pilot to deliver 1,400 housing units across the six geopolitical zones in the country.”

Dangiwa reiterated that each zone would have 200 houses with 100 units in two selected states, adding that Katsina is one of the benefiting states due to its tremendous contributions to the National Housing Fund (NHF).

On his part, the state Governor Aminu Bello Masari said the state in collaboration with stakeholders, constructed 500 housing units in line with the culture and religion of people in the state.

“We are also planning to construct hundreds of housing units in seven old local governments of the state,” he said.

The event climaxed with the distribution of N266.5 million cheques to 318 beneficiaries under the FMBN Home Renovation Loan.

The Federal High Court sitting in Abuja has ordered ICPC to unfreeze the account of Pinnacle Communications Limited and counselled anti-corruption agencies of government against taking drastic action that could prevent private enterprises from flourishing prior to concluding investigations to justify such action.

Delivering his ruling in the case instituted against ICPC by Pinnacle Communications Limited for instructing Zenith Bank to freeze it’s account Friday, Justice Nnamdi Dimgba maintained that the anti-corruption war was as beneficial to the society as flourishing private enterprises pointing out that scuttling the operations of major private organizations like Pinnacle Communications Limited also sends negative signals to the international community about Nigeria’s business environment.

Justice Dimgba described ICPC’s action against Pinnacle Communications Limited as “an overkill just like using a sledgehammer to kill a fly” considering that even after six months since the case was instituted and despite lèeway provided by many adjournments by the court, ICPC could not file any charges against the company, emphasizing that it should not have frozen the account without establishing a prima facie against it.

The judge remarked that anti-corruption agencies should not base their actions on rumours or “beer parlour stories” but on thorough investigations that could sustain judicial scrutiny

It would be recalled the media was agog over a statement credited to the spokesperson of the ICPC, Mrs Rasheedat Okoduwa, who claimed that the agency is investigating an alleged N2.5bn fraud levelled against the DG of NBC, Dr Moddibo Kawu, and other top officials of the corporation.

She added that the money involved was a grant released to the agency by the Federal Government for its digital switch-over programme.

The statement further said “The Presidency in 2016, released N10bn to the Ministry of Information and Culture for the digital switch-over programme which entails migration of telephone lines from analogue to digital platforms and a White Paper was issued directing that the process be specifically handled by government-affiliated companies.

“Based on the guidelines provided by the White Paper, two companies were nominated to handle the process, one of which was ITS, an affiliate of the Nigerian Television Authority. N1.7bn was released to it as seed grant for the commencement of the switch-over.  Okoduwa added that the agency discovered that the process was fraught with alleged corrupt practices.”

The statement also alleged that Kawu fraudulently recommended a private company, Pinnacle Communications Limited, to the Minister of Information and Culture, Lai Mohammed, for the release of the money against the guidelines contained in the said White Paper.

The ICPC’s statement was debunked in a statement by the spokesperson of NBC, Hajia Maimuna Jimada, She said “The NBC is not aware of any fraud case involving the DG, and therefore not aware of any ICPC investigation on the DG.”

Jimada said the commission had been carrying out the digital switch-over scheme with utmost diligence and transparency, and would continue to do until the project is completed across the country.